\*\*\_proceeds\_\*\* shall have the meaning assigned to it in the UCC, and in any
event, shall include, but not be limited to, all goods, accounts, chattel
paper, documents, instruments, general intangibles, investment property,
deposit accounts, letter of credit rights, investment property, deposit
accounts and supporting obligations (to the extent any of the foregoing terms
are defined in the UCC, any such foregoing terms shall have the meanings given
to the same in the UCC), and all of Lessee’s rights in and to any of the
foregoing, and any and all rents, payments, charter hire and other amounts of
any kind whatsoever due or payable under or in connection with the Airframe,
the Engines or any of the Collateral, including, without limitation, (A) any
and all proceeds of any insurance, indemnity, warranty or guaranty payable to
Lessee from time to time, (B) any and all payments (in any form whatsoever)
made or due and payable to Lessee from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture by any
Governmental Authority or any other Person (whether or not acting under color
of any Governmental Authority), and (C) any and all other rents or profits or
other amounts from time to time paid or payable.



\*\*\_Purchase Documents\_\*\* shall mean the purchase documents specified in
Section 1(b)(i) of the Closing Terms Addendum.